Terms & Conditions
1. Welcome
Thanks for using our products and services (“Services”). The Services are provided by icometrix NV (“icometrix”), located at Kolonel Begaultlaan 1B box 12, 3012 Leuven, Belgium, and with VAT number BE 0833.377.379. By using our Services, you are agreeing to these terms and conditions. Please read them carefully.
The terms and conditions apply to the Services provided by icometrix. This agreement will take effect upon acceptance of the terms and conditions via the website or written acceptance of the quotation (signature) by the Client.
These terms and conditions also apply for Services sold by or via icometrix inc, 50 Milk Street, 16th floor icometrix, Boston, MA 02109, United States of America.
2. Services
icometrix shall provide the Services to the Client as described on the website or in the quotation to which these terms and conditions are attached. icometrix’s Services may include technical assistance for the purpose of interpreting medical images. Any decision on the implementation, as well as medical, health, treatment, or scientific decisions, including diagnosis and prognosis, shall be made by the Client and the Client shall be solely responsible for this decision. No medical, health, or scientific advice, nor any diagnosis or prognosis is given by icometrix.
3. Payment of invoices
icometrix’s invoices are payable within 30 days unless otherwise explicitly agreed in writing on the quotation. Flat fees are not refundable. Any unused reports or Services in a contract term are not carried over to a following term.
Fees during Renewal Terms. Fees are fixed during the initial Term. icometrix’ fees for Renewal Terms may escalate annually as of each anniversary of the Effective Date of the Agreement by the amount of the increase in the EU Consumer Price Index. Those increases will be measured applying the twelve (12) month period ending in the month for which the most recent index results are available as of that anniversary of the Effective Date.
Interests on Arrears. All Fees due and unpaid and each debt from Client which remains unpaid at its due date in whole or in part will automatically and as per law generate an interest on arrears of 12% per year pro rata temporis with automatic capitalization of interest (anatocisme) in accordance with clause 1154 of the Belgian Civil Code as from the first anniversary of such debt. Untimely payment of an invoice will make all other debts, also those who are not due yet, payable by Client to icometrix, even if those debts concern another contract, and this automatically and as per law. The interest on arrears will be calculated as from due date until the date of full payment of the unpaid amounts. In case of non-payment an indemnity of 15% of the unpaid amounts will also be charged to Client, with a minimum of 125 EUR and a maximum of 5.000 EUR, on top of the interest on arrears.
Late Payment. If the Client fails to pay any Fees due, icometrix may (i) immediately suspend the delivery of any supply of Services until all amounts due are paid; (ii) request immediate payment or pre-payment for supply of Services; and/or(iii) cancel, without liability to icometrix, any or all Agreements.
All delivered Services shall remain property of icometrix until icometrix’s invoices have been paid in full.
Taxes and Charges. All Fees are exclusive of any Value Added Taxes, withholding taxes, sales and other taxes, customs duties, and similar assessments in any jurisdiction based on gross revenue, delivery, possession, and/or use of the supply of Services, or the execution or performance of a Sale Agreement, except corporate taxes assessed on icometrix. Client will pay all duties and taxes in any form such as taxes, excise duties, customs, VAT, GST, WHT, contributions and rights to be paid and similar charges applicable to the supply of Services and, when applicable, provide icometrix with an appropriate certificate of exemption. Should the Fees be subject to withholding tax or any deduction, Client agrees that the payment will be increased by such an amount to ensure that icometrix receives and retains the net fee it would have received had no such withholding or deduction been made. In case of change of law, such as increasing of VAT-tariffs or VAT-regimes, causing an increase of the costs for icometrix, such increased costs will be payable by Client.
All orders and payments as well as related costs are payable at the registered seat of icometrix. The debt is portable by the Client to icometrix and not to be obtained by icometrix. icometrix has the right to suspend all ongoing supplies in case of non- payment by Client, even if such non-payment is related to other contracts.
Protest of invoices. Protest of invoices of icometrix must be motivated in writing by registered mail and must reach us within 10 days after the invoice date in order to be validly made. The date of invoice is irrevocably deemed to be the date of sending of the invoice. Payment of the invoice without any objection within the contractual term is always and without any exception deemed to be irrefutable proof of the executed supplies of Services. The recording of the invoice in icometrix’s accounting and/or in icometrix’s VAT declaration constitutes irrefutable proof of the sending of the invoice or order.
icometrix - contact
icometrix NV - Kolonel Begaultlaan 1b box 12 - 3012 Leuven - Belgium info@icometrix.com - www.icometrix.com - T +32 16 369 000
IBAN: BE02 7360 2208 4540 - BIC KRED BE BB - BTW/VAT BE 0833.377.379
4. Term
The Agreement commences on the date indicated in the applicable Agreement (“Effective Date”) and continues for the period stated therein (“Term”), unless terminated as set forth herein.
Without prejudice to any of the parties’ rights and obligations, either party may terminate the Agreement by written notice to the other party (i)if the other party is dissolved, declared bankrupt, granted suspension of payments, moratorium, has a receiver, administrator or manager appointed over the whole or part of its assets or business, (ii) if the business of the other party has been discontinued, or (iii) for material breach of the Agreement and such breach is incapable of cure; or being capable of cure, remains uncured for 30 days after the breaching party receives detailed written notice thereof.
icometrix may suspend or terminate the Agreement immediately upon written notice if Client violates the terms set forth herein;
Termination by icometrix does not give the Client any right to compensation, reimbursement of any advance or down-payments, refund, credit, or any other damages or losses.
Upon the termination of the Agreement for any reason, all rights granted to Client will cease and Client will delete and destroy all copies of the documents received from icometrix. Termination of any Sale/Purchase Agreement does not relieve payment obligations due prior to termination and does not give either party any right to compensation, reimbursement, refund, credit, or any other damages or losses.
5. Intellectual property rights
All trademarks and supply of Services marks (registered or not), patents, copyrights, trade secrets, and all other intellectual property and proprietary rights in and to icometrix’s logos, trademarks, standard documentation, training materials, manuals, documentation operation procedures, processes and practices and information used for the execution of the supply of Services including in any copy, translation, localization, adaptation, improvement, development, or derivative thereof (“Intellectual Property”), are and will remain the exclusive property of icometrix, its affiliates or its licensors, whether or not specifically recognized or perfected under applicable law. Client shall not acquire any rights to or take any action prejudicial to icometrix’s Intellectual Property rights. Client waives and will not exercise any rights it may have in the Intellectual Property, and shall cause its employees and contractors to do the same.
Client may not use icometrix trademarks or other Intellectual Property. Client shall not alter or remove any icometrix trademarks applied to the supply of Services. Client shall not challenge or assist others to challenge icometrix trademarks, Intellectual Property or the registration thereof or attempt to register any trademarks, supply of Services marks or trade names confusingly similar to those of icometrix, its affiliates or its licensors.
Any intellectual property rights included in the details and information icometrix has received from the Client in view of the execution of the Services shall remain property of the Client.
If the reception of the Services requires any icometrix technologies as defined below, the Client is entitled to access and use icometrix technologies, to which access is granted as part of the deliverables, but only in view of and for no other purpose than for the reception of the Services and, in case any licenses apply to these technologies, in accordance with and subject to the license conditions which are applicable to such icometrix technologies as disclosed by icometrix. With the exception of the rights described above, the Client will not acquire any rights, claims or interests with respect to icometrix technologies.
icometrix owns and retains all intellectual property rights of any nature, including with respect to the icometrix technologies icometrix may use or develop in the context of this Agreement.
‘icometrix-technologies’ include all know-how and software, system interfaces, templates, methodologies, ideas, concepts, techniques, instruments, processes, skills and technologies, including internet-based technologies and algorithms.
6. Data transfer
icometrix and its affiliates may collect, use, process, transfer, and store Personal Data in the form and manner described in icometrix’s Privacy Statement.
icometrix as Data Controller: icometrix may collect certain personal or personally identifiable information, such as name, e-mail, phone number, postal address, IP address, position, and other related information (“Personal Data”) of Client’s representatives (e.g. employees and agents) when necessary to establish and/or perform the Agreement. Personal Data of Client’s representatives may be transferred to, processed, and stored in the European Union or other jurisdictions in the operation of icometrix’s business and for the performance of the Agreement.
icometrix as Data Processor: As Data Processor, icometrix will process Personal Data for and on behalf of the Client. Client as a Controller represents and warrants that Client (i) will transfer to icometrix only Personal Data necessary for the performance of the Agreement, (ii) has provided notice to and obtained all necessary consents of the data subject for the transfer and use of Personal Data to icometrix; and (iii) maintains security measures in the transfer and access to icometrix of Personal Data.
icometrix takes reasonable and appropriate measures to safeguard the confidentiality and security of Personal Data and to prevent its unauthorized use or disclosure. Client can request access to Personal Data that icometrix maintains. To protect the privacy of Personal Data, icometrix will take reasonable steps to verify Client’s or the requesting person’s identity before granting access to or making changes to Personal Data.
icometrix is entitled to use personal data provided or transferred by or on behalf of the Client to icometrix, to retain a de-identified/pseudonymised copy or to make an anonymous copy of this personal data for internal and external research and development purposes (whether it be for academic, clinical, educational, improvement, informational, medical, scientific or commercial purposes), unless icometrix is informed by Client by phone on the number +32 16 369 000 or via the website that a certain data subject has opted-out to this within 14 days after uploading the data.
The Client expressly (i) acknowledges and agrees that icometrix shall be entitled to use the Personal Data for such internal and external research and development purposes and (ii) represents and warrants to have obtained the necessary authorizations and consents (or to have another legal basis) to allow icometrix to use such Personal Data for such purposes. In particular, the Client expressly (i) acknowledges and agrees that icometrix shall be entitled to anonymize the Personal Data and (ii) represent and warrants to have obtained the necessary authorizations and consents (or to have another legal basis) to allow icometrix to anonymize such Personal Data.
All data is preferably delivered through our secure internet servers. Data received in a different way will be copied to these servers and the original data carrier will be destroyed or securely wiped. icometrix is not a backup provider, and as such waives liability for cost arising due to loss of data in transfer or at our premises.
7. Confidentiality
"Confidential information" includes: all data, drawings, audiovisual material, documents, sketches, technical or commercial information, including, but not restricted to information related to products, operations, processes, plans or intentions, product information, know-how, design rights, trade secrets, market and business opportunities, in any form (written, oral, visual, in the form of examples or samples or in any other form including an indication that the information is proprietary or confidential) which are disclosed by one party to the other.
The conditions of this Agreement shall be considered as Confidential Information. All Confidential Information disclosed by one party to the other shall remain property of the disclosing party.
If either party receives Confidential Information or information belonging to the other party in the context of this Agreement, each party agrees to use the Confidential Information of the other party only in the context of this Agreement and not to disclose such Confidential Information to any third parties without written consent of the other party. However, the parties are entitled to disclose Confidential Information without written consent to their affiliates (as defined by the Belgian company code) and either party may disclose Confidential Information to its professional consultants and insurers, imposing a confidentiality obligation. Each party agrees to treat the Confidential Information of the other party with no less than the same degree of care that it uses to protect its own confidential information, and in any event no less than a reasonable degree of care.
Confidential Information shall not include information that: (i) became generally available to the public through no breach by the recipient of its commitments in the context of this Agreement; (ii) is disclosed to the recipient as non-confidential information by another source than the disclosing party and which the recipient does not believe not to be authorized for disclosure based on a commitment towards the party that disclosed the information; (iii) is independently developed by the recipient or was already known to the recipient before it was disclosed by the disclosing party; (iv) is disclosed pursuant to the order of a competent court, administrative agency or other governmental body or pursuant to laws or regulations, writs or any other administrative or legal proceedings or of the applicable regulatory or professional standards; (v) is disclosed upon written consent of the disclosing party; or (vi) consists of anonymous data transferred by the Client.
For the avoidance of doubt, in case of court seizure, the Client shall be notified as per these Terms and Conditions, except if such notification is prohibited.
8. Warranty restrictions
icometrix does not provide any other guarantee than those expressly stated in these Conditions.
Icometrix will perform the Services in a professional manner and with all due care and skill.
If icometrix is developing software for the Client, this software will be designed and developed in a professional manner and that all material aspects of the software will meet the specifications agreed between the parties, with the exception of small errors and minor defects with no material impact on the global performance of the software and provided that it is used in accordance with the procedures defined by icometrix. In the case of a material error or defect in the software, the Client shall have the right to request the replacement or repair, at icometrix’s discretion, of the defective part of the software within thirty (30) days after the installation date of the software.
icometrix explicitly waives all liability for defects arising directly or indirectly from (i) additions or modifications by the Client, or (ii) use of the software by the Client that does not comply with the conditions agreed by the parties or (iii) use of the software by the Client with hardware or software that has not been approved by icometrix.
icometrix guarantees that, to the best of its knowledge, the software does not infringe upon any third- party intellectual property rights. Should any third-party prove that the software infringes upon its intellectual property rights, icometrix's warranty obligation is limited to either (i) acquire the right to use the software in the relevant area, or (ii) modify the software or infringing parts so they can be used legally in the relevant area.
ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE SUPPLY OF SERVICES, WHETHER EXPRESS, IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY ICOMETRIX OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF CONDITION OR OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT) ARE HEREBY OVERRIDDEN, EXCLUDED, AND DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9. Restrictions of liability and redress
The Client accepts full liability for all harm, both direct and indirect, including loss of profits, that may be the consequence of any non-compliance by the Client with any obligation or undertaking provided for by law and/or by these General Terms and Conditions (GTC) and/or the Agreement. The Client must also hold icometrix harmless and indemnified for and against all claims that may be made by third parties by reason of losses, damages, physical injury, or in any other form whatsoever against icometrix in consequence of any breach by the Client of the Agreement or any legal obligation.
The Client is jointly and severally liable with and for the actions, inactions, errors and omissions of all third parties contracted by Client for all damages and losses, whether direct or indirect, caused by any reason whatsoever to the latter, and which might be caused by the Client and such third parties.
The parties, their affiliated companies, intermediaries, subcontractors or one of their staff shall have no liability towards the other party based on an agreement, non-contractual liability rules (including, but not restricted to negligence) or otherwise with respect to (i) any loss or damage suffered by the other party as a result of third-party claims, or (ii) incidental, special, penal, moral, indirect or consequential damages or loss suffered by the other party such as, but not restricted to lost profits, loss of goodwill, data loss, business opportunities or expected savings.
No provision of this Agreement excludes or limits either party’s liability for: (i) wrongful intent, or (ii) fraud.
ICOMETRIX OR ITS AFFILIATES, SUPPLIERS OR SUBCONTRACTORS SHALL, UNDER ANY CIRCUMSTANCES, DO NOT HAVE ANY LIABILITY TO THE CUSTOMER FOR ANY INDIRECT, RELIANCE, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR PROFITS, LOST OR DAMAGED DATA, BUSINESS INTERRUPTION, REPLACEMENT OR RECOVERY COSTS OR OTHER COMMERCIAL OR ECONOMIC LOSS, ARISING OUT OF BREACH OR FAILURE OF AN EXPRESS OR IMPLIED WARRANTY, BREACH OF AN AGREEMENT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHERWISE.
icometrix’s liability arising from this Agreement, the law or non-contractual liability or otherwise is limited to the lowest of the following amounts at all times: (i) one hundred thousand euros (€100.000), or (ii) the total compensation due by the Client to icometrix in execution of the Agreement.
The liability of icometrix is in any case limited to compensation for foreseeable, direct and property damage. icometrix cannot be held liable for unforeseeable, non-property, intangible, indirect, or consequential damage, or loss of use or loss of profit suffered by the Client or third parties. The Client is bound to regularly test the quality of the Services and when defects are noticed, the processing of the Services should not be started up or is to be stopped immediately.
Neither party may file a claim, in any form, arising from or related to this agreement more than one year following the occurrence of the grounds for the claim, with the exception of claims for non-payment of invoices filed by the party entitled to the payment based on an invoice issued in the context of this Agreement. After such period of one year, the claim will be time-barred and either Party waives and abandons hereby any right it should have to pursue the claim beyond the one year-period.
10. Cooperation
The Client shall cooperate with icometrix for the delivery of Services in the context of this Agreement, including, but not restricted to, making reasonable provisions and providing timely access to data, information and staff of the Client. The Client is responsible for the performance of its staff and representatives and for the accuracy and completeness of all data and information it provides to icometrix in the context of this Agreement. The Client acknowledges and accepts that icometrix’s performance depends on the timely and sufficient performance of the Client’s obligations in the context of this Agreement and timely decisions and approvals by the Client with respect to the Services. icometrix is entitled to rely on all decisions and approvals by the Client. Both parties agree to make all reasonable efforts to comply with the agreed target dates.
11. Acceptance of the Services and Transfer of Ownership
The delivery to Client and acceptance of the Services by the Client entails the transfer of ownership, provided all amounts due were paid by Client prior to such delivery
Unless specified otherwise in the quotation, the Services to be delivered by icometrix shall be deemed to be accepted by the Client if the Client does not reject them in writing within a period of seven calendar days following delivery.
Client is responsible for the proper and authorized use of the Services. Client represents and warrants that: (i) it will not use or allow use of the supply of Services for or in connection with any illegal or unlawful purpose or activity where the supply of Services are made accessible or available; and (ii) it will not use or deal with the supply of Services in any way that will expose icometrix or any of its directors, officers, or employees to liability including without limitation under tax, fiscal, anti-money laundering, environmental, securities, anti-corruption or other penal laws, or Trade Controls.
Client may not re-sell the Services provided by icometrix.
12. Complaints
All complaints regarding the supply of Services must be communicated by Client to icometrix in the following timelines:
• Non-delivery/late delivery: within 2 business days after the contractually agreed delivery date
• Serious public health threats and other health issues: immediately
• (Other) defects: within maximum 2 calendar days after delivery
• All other supply of Services deficiency/hidden defects: within maximum 5 calendar days after execution of the supply of Services
In case the above timelines are not respected, the complaint and potential claim deriving therefrom are unconditionally and irrevocably waived by Client and the claim of Client automatically and as per law expires.
13. Delivery terms
The times of delivery and/or delivery dates are purely informative, they are therefore only indicative and not binding. Delivery terms shall be met as much as possible and, if there is a chance that a term will be exceeded, icometrix shall consult with the Client as soon as possible. Delay in the delivery of the Services does not give the Client the right to terminate the Agreement at icometrix’s expense, nor does it give the Client the right to any form of compensation. In the event that such delivery times are not met by icometrix, the Client has no right to cancel the order either wholly or in part or to return the Services at the expense and risk of icometrix, or to refuse either all or part of the delivery. The Client can also not suspend its payment obligations to icometrix on this basis.
14. Amendments
icometrix may at any time propose amendments, deletions or additions to these Terms and Conditions by giving notice of such Change by posting a revised version of these Terms and Conditions on the website. You will be deemed to have accepted the Change one month after you have received notice of it, with the Change taking effect once the 1 month notice period has passed. If you do not accept any Change, you must inform icometrix by e-mail to info@icometrix.com, upon which you can continue using our services to finish your outstanding balance. If the balance is not finished within 12 months, icometrix has the right to terminate the contract and pay back any outstanding balance.
The 1 month notice period will not apply where a Change is required by law or relates to the addition of a new service, extra functionality to the existing Service or any other change which neither reduces your rights nor increases your responsibilities. In such instances, the Change will be made without prior notice to you and shall be effective immediately upon giving notice of it.
15. Compliance and Trade Controls
Client shall, at its expense, comply with all laws, regulations, authorizations, and any legal requirements in its jurisdiction that apply to its performance of the Agreement and to the supply of Services.
icometrix 's provision of the supply of Services, technical information, and related materials is not subject to EU and US export control and trade sanctions laws and regulations ("Trade Controls"). Client acknowledges to be solely liable and responsible for the application of such Trade Controls for the Services handed over to icometrix for the provision of the supply of Services or for the Services manufactured, filled, blended or tolled as part of the supply of Services. Client agrees at its sole risk and cost to (i) comply strictly with the legal requirements established under the Trade Controls, (ii) cooperate with icometrix in any official or unofficial audit, inspection or investigation that relates to the Trade Controls, and (iii) not export, re-export, distribute, use or otherwise transfer, directly or indirectly, the supply of Services, any technical information or materials, or any related product thereof to any destination, company or person restricted or prohibited by the Trade Controls, unless authorized or permitted under applicable Trade Controls and unless Client has obtained prior written authorization from icometrix and the applicable governmental organization.
Client agrees that icometrix’s supply of Services do not include any adherence, compliance or requirements related to Trade Controls. Compliance with Trade Controls will be an obligation of Client only and non-compliance by Client with Trade Controls may constitute a breach of the Agreement.
16. Other provisions
Communication. icometrix can contact the Client by the contact details provided on the offer or on the web-form, the Client is responsible for reacting adequately and timely to these messages. To update your contact details, please change your on-line profile or send an e-mail to info@icometrix.com.
Force majeure.
1. Definition. “Force Majeure” means the occurrence of an event or circumstance (“Force Majeure Event”) that prevents or impedes a party from performing one or more of its contractual obligations under the Agreement, if and to the extent that the party affected by the impediment (“the Affected Party”) proves: a) that such impediment is beyond its reasonable control; and b) that it could not reasonably have been foreseen at the time of the conclusion of the Agreement; and c) that the effects of the impediment could not reasonably have been avoided or overcome by the Affected Party.
2. Non-performance by third parties. Where a contracting party fails to perform one or more of its contractual obligations because of default by a third party whom it has engaged to perform the whole or part of the Agreement, the contracting party may invoke Force Majeure only to the extent that the requirements under paragraph 1 of this Clause are established both for the contracting party and for the third party.
3. Presumed Force Majeure Events. In the absence of proof to the contrary, the following events affecting a party shall be presumed to fulfill conditions (a) and (b) under paragraph 1 of this Clause, and the Affected Party only needs to prove that condition (c) of paragraph 1 is satisfied:
a) war (whether declared or not), hostilities, invasion, act of foreign enemies, extensive military mobilization;
b) civil war, riot, rebellion and revolution, military or usurped power, insurrection, act of terrorism, sabotage or piracy;
c) currency and trade restriction, embargo, sanction;
d) act of authority whether lawful or unlawful, compliance with any law or governmental order, expropriation, seizure of works, requisition, nationalization;
e) plague, pandemic, epidemic (including any future impact of Covid 19 or any known or unknown epidemic/pandemic or disease), disease, natural disaster or extreme natural event, earthquake;
f) government measures or decisions, explosion, fire, destruction of equipment, measures of government in general, late delivery, third party strikes, bankruptcies of third parties, labor shortage, fuel shortage, destruction of facilities or parts of same prolonged break-down of transport, telecommunication, information system or energy;
g) general labor disturbance such as boycott, strike and lock-out, go-slow, occupation of factories and premises.
h) acts or omissions or the failure of the other party to cooperate (including, but not restricted to, companies or persons under its control or their respective managers, directors, employees or other staff members or intermediaries), acts or omissions or the failure to cooperate of a third party that is not working as a subcontractor for icometrix, fire or a different accident,
4. Notification. The Affected Party shall give notice of the event without delay to the other party.
5. Consequences of Force Majeure. A party successfully invoking this Clause is relieved from its duty to perform its obligations under the Agreement and from any liability in damages or from any other contractual remedy for breach of Agreement, from the time at which the impediment causes inability to perform, provided that the notice thereof is given without delay. If notice thereof is not given without delay, the relief is effective from the time at which notice thereof reaches the other party. The other party may suspend the performance of its obligations, if applicable, from the date of the notice. icometrix shall be excused from performance or punctual performance for so long as the cause of prevention or delay continues. Every form of force majeure releases icometrix from its liability.
6. Temporary impediment. Where the effect of the impediment or event invoked is temporary, the consequences set out under paragraph 4 above shall apply only as long as the impediment invoked prevents performance by the Affected Party of its contractual obligations. The Affected Party must notify the other party as soon as the impediment ceases to impede performance of its contractual obligations.
7. Duty to mitigate. The Affected Party is under an obligation to take all reasonable measures to limit the effect of the event invoked upon performance of the Agreement.
8. Agreement termination. Where the duration of the impediment invoked has the effect of substantially depriving the contracting parties of what they were reasonably entitled to expect under the Agreement, either party has the right to terminate the Agreement by notification within a reasonable period to the other party. Unless otherwise agreed, the parties expressly agree that the Agreement may be terminated by either party if the duration of the impediment exceeds 30 days.
Surviving clauses. All articles in this Agreement with respect to payments, licenses and property, confidentiality, warranties, warranty restrictions, limitations of damages and claims, non-exclusiveness, non-solicitation clause and waiver of rights shall survive the termination of this Agreement.
Interpretation. In these terms and conditions, “icometrix” means icometrix and its subsidiaries, legal successors and/or legal beneficiaries.
Notifications. Each notifications in the context of this Agreement: (i) shall be given in writing, (ii) shall be delivered to the parties at the addresses listed in the quotations to which these terms and conditions are attached (unless the address has been changed and the other party has been notified of such change, and (iii) shall take effect upon receipt by the other party.
Transfer. With the exception of the cases mentioned below, neither party may assign, transfer or delegate any of its rights or obligations arising from this Agreement (including, but not limited to, claims with respect to this agreement) without prior and written consent of the other party, whose consent will not be unreasonably withheld. icometrix may, after sending a notification to the Client, outsource its obligations and responsibilities arising from this Agreement to its affiliates or subsidiaries without discharging icometrix from its obligations in the context of this Agreement.
Waiver of rights. Any failure by a party to enforce the other party’s strict performance of any provision of this Agreement shall not constitute a waiver of its rights as defined in this Agreement, legal or equitable rights or of any other provision or rights to subsequently enforce any other provision of this Agreement.
Entire agreement. These terms and conditions and the quotation to which they are attached, including any additional annexes, contain the entire agreement between icometrix and its Client with respect to the matters contemplated hereby and supersede all other oral and written statements, agreements or contracts concerning this subject matter, and cannot be amended except in writing and signed by both parties. The printed conditions applicable to an order or other statement drawn up by the client with respect to the Services do not apply, unless they have been accepted by icometrix in writing.
Governing law. This Agreement shall be governed by and interpreted in accordance with the laws of Belgium, the place of performance of the supply of Services. In case of dispute only the competent court of the legal district of Leuven shall be competent. The Dutch language shall be the language of the procedure.
The parties exclude from this Agreement the application of the United Nations Convention on Agreements for the International Sale of Services. icometrix may seek injunctive relief or file for collection of debt in Belgian courts as may be necessary.
No Third-Party Beneficiaries. No natural person or legal entity that is not a party in this Agreement shall have any rights thereunder.
Severability. If any provision from this agreement is deemed to be unenforceable by a court of competent jurisdiction, this provision shall not affect the other provision of this agreement. Instead, this unenforceable provision shall be construed as though more narrowly drawn insofar as this is necessary to make it enforceable, so as to effect the original intent of the parties, as set out in this agreement, as closely as possible.
Last updated: DEC 2024